[Form 4] CITIZENS & NORTHERN CORP Insider Trading Activity

Rhea-AI Filing Summary

Christian C. Trate, a director of Citizens & Northern Corp (CZNC), reported receipt of shares on 10/01/2025 following a merger in which Susquehanna Community Financial, Inc. was merged into C&N. Under the deal each Susquehanna share held by the reporting person converted into 0.80 shares of C&N common stock, with fractional-share cash paid at $19.48 per share. The Form 4 lists non‑derivative acquisitions: 25,906, 70,360, 6,142, and 5,587 shares, all at $0 price (stock issued in merger). The closing price of C&N on the transaction date was $19.68. The form was signed by an attorney‑in‑fact on behalf of Mr. Trate.

Insights

Corporate Governance / Insider Transactions Expert

TL;DR: Transaction reflects merger conversion, not a market purchase or sale.

The filing shows non‑derivative acquisitions on 10/01/2025 resulting from the Susquehanna→C&N merger, where each Susquehanna share converted into 0.80 C&N shares.

This is a structural ownership change driven by corporate action rather than open‑market trading; the reported shares were received at $0 because they were issued in the merger, with fractional shares cashed out at $19.48.

The disclosure of the $19.68 closing price is informational; investors can compare that to the fractional cash rate but the form itself documents ownership reallocation from the merger.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Trate Christian C

(Last) (First) (Middle)

311 MEXICO ROAD

(Street)

MILTON PA 17847

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIZENS & NORTHERN CORP [ CZNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2025		A		25,906	A	$0	25,906(1)	D
Common Stock	10/01/2025		A		70,360	A	$0	70,360(1)	I	By Corporation
Common Stock	10/01/2025		A		6,142	A	$0	6,142(1)	I	By Beneficiary IRA
Common Stock	10/01/2025		A		5,587	A	$0	5,587(1)	I	By Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On October 1, 2025, Susquehanna Community Financial, Inc. ("Susquehanna") merged with and into Citizens & Northern Corporation, Inc. ("C&N"). Pursuant to the merger, each share of Susquehanna common stock held by the reporting person was converted into the right to receive 0.80 shares of C &N common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $19.48 per share. The closing price of C&N common stock on October 1, 2025 was $19.68 per share.

	/s/ Amy T. Garraty for Christian C. Trate, 9-25-2025, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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